RULING
Contempt of court and recusal
1. Before the court are two applications. They were heard together pursuant to the directions of 19.2.2026. The first is the plaintiff’s notice of motion dated 11.2.2026 seeking orders to punish the 1st defendant for contempt of court for disobedience of this court’s orders. The second is the 1st, 2nd, 6th, 13th and 14th defendants notice of motion dated 17.2.2026 seeking this court’s recusal from further hearing the applications in this suit and the trial.
Contempt application
2. The application is supported by the affidavit sworn by Lisa Anyango Amenya, a director in AKM Investments Ltd (one of the plaintiff’s shareholders, on 11.2.2026.
3. It was deposed that the defendant once again contravened the court’s orders of 4.10.2024 and 20.11.2024 restraining the 1st to 6th defendants or their agents from purporting to act on the plaintiff’s behalf in any manner; from purporting to terminate or hire any new employees or interfering with contracts of employment of the plaintiff’s employees and from issuing any orders, directives or instructions to or regarding any independent contractor working for or with the plaintiff.
4. The plaintiff seeks declarations that the 1st defendant is in contempt of the court’s orders for: -
(1) purporting to relocate the company’s senior management to his private offices.
(2) threatening such staff with summary dismissal should they fail to comply.
(3) physically forcing entry into the company’s officers at Hazina Towers or any other premises or property of the company.
Recusal application
5. The application is supported by the affidavit sworn by the 1st defendant on 17.2.2026.
6. The application is premised on the grounds that: -
(1) this court has descended into the arena of this suit and usurped the power of the plaintiff’s counsel to institute and prosecute contempt of court proceedings against the 1st defendant.
(2) in the ruling of 12.2.2026, the court did not address the two issues of descending into the arena of the legal fight.
(3) It is the duty of AKM Investments Ltd and Janus Ltd who allege that they hold 90% of the shares to frame acts of alleged contempt and furnish evidence.
(4) This court acted without jurisdiction in framing the charge against the 1st defendant. According to precedents, it is only in cases of contempt of court in the face of the court that a judge has jurisdiction to frame up alleged acts of conflict and require the alleged acts of contempt to plead.
Directions
7. On 13.4.2026, the 1st defendant did not appear. He had filed a notice to act in person dated 27.2.2026.
8. The court allowed the plaintiff’s counsel to proceed with his submissions on the two applications.
Oral submissions
9. Mr. M’mbogori submitted that the facts as deposed in the application are not contested. He relied on Hadkinson vs Hadkinson [1952] 2 All ER 567 to submit that it is an obligation on the person against whom an order is made to comply with a court order until discharged.
10. He asserted that though the court made a raft of orders herein, the orders have not been discharged. He also asserted that the 1st defendant has not denied the contemptuous actions.
11. He pointed out that the 1st defendant is a serial contemnor. He highlighted that the court also issued orders requiring the 1st defendant to deposit the title deeds and to remove security officers from the company’s premises.
12. On recusal, Mr. M’mbogori relied on the Jasbir Singh Rai & 3 others v Tarlochan Singh Rai & 4 others [2013] eKLR to argue that the test for recusal is objective, not subjective. He contended that the grounds proffered by the 1st defendant are mere dissatisfaction with the court and cannot be a basis for recusal.
13. Mr. M’mbogori argued that the 1st defendant lacks audience to ask for recusal before purging the contempt. He submitted that allowing such a party audience would encourage contempt of court and undermine the integrity of the court. For this proposition, he relied on Mohamed Abdi Mahamud v Ahmed Abdullahi Mohamad & 3 others [2018] eKLR
Analysis and Determination
Recusal
14. Proper ordering demands that I begin with the application for recusal.
15. Judges have a duty to hear cases unless there are compelling reasons for recusal. Shollei v Judicial Service Commission & another (Petition 34 of 2014) [2018] KESC 42 (KLR) (3 July 2018) (Ruling) on the doctrine of the duty of a judge to sit.
Threshold
16. The legal threshold for a recusal application is:-
“whether there is a reasonable ground for assuming the possibility of a bias and whether it is likely to produce in the minds of the public at large a reasonable doubt about the fairness of the administration of justice. The test is objective and the facts constituting bias must be specifically alleged and established…’’ Republic v Mwalulu & 8 others [2005] KECA 344 (KLR)
17. The core argument in the recusal application is that this court has become a participant in the dispute rather than remaining an impartial adjudicator.
18. The gravamen of their complaint is that this court, acting suo motu, cited the 1st defendant for contempt instead of waiting for the plaintiff to institute contempt proceedings against him.
19. They argued that it is only in cases of contempt of court in the face of the court that a judge has jurisdiction to frame up alleged acts of conflict and require the alleged acts of contempt to plead.
20. I wish to gauge that argument against the position postulated in Fredrick Mwaniki Musau v Joseph Muthiani Kivindu & another [2019] KECA 336 (KLR), where the Court of Appeal affirmed that: -
“a superior court of record has jurisdiction to deal summarily with any contempt affecting its own proceedings. Superior courts of record have power to punish for contempt of court of their own motion for contempt in the face of the court; for disobedience of a court order and for breaches of undertakings of the court.” (with emphasis)
21. The same issue was raised by way of a PO by the applicant and the court in a ruling dated 12th day of February, 2026 dismissed the PO, and specifically found that: -
As of 15.12.2025, the law applicable was Contempt of Court Act 1981 (CCA 1981) and the Civil Procedure Rules (CPR) Part 81.
Under Rule 81.6 of the CPR, in cases where there is no formal application to cite a party for contempt, the court can on its own initiative, issue summons to the defendant if it considers that a contempt of court may have been committed.
Issuance of a NTSC was, therefore, procedural, proper and lawful, thus, properly grounding court’s jurisdiction.
22. The 1st, 2nd, 6th, 13th and 14th defendants have filed a notice of appeal dated 16.2.2026. On 19.2.2026, this court granted them leave to appeal.
23. In my view, the ground that the court did not address the two issues of descending into the arena of the legal fight in the ruling of 12.2.2026 should only be raised in the appeal. It is not a ground for recusal as this court cannot sit on appeal over its own decision.
24. Other than the ground stated, there is no demonstration that the court descended to the arena or lost objectivity or impartiality in this matter or was biased whatsoever. They have not specifically established facts constituting bias. The recusal application is simply a gimmick employed to delay this matter or an attempt to argue the appeal.
25. Therefore, the court finds that 1st, 2nd, 6th, 13th and 14th defendants have not satisfied the legal threshold required for a recusal.
Contempt of court
26. In now turn to the plaintiff’s contempt application.
27. The elements that must be established to make a case for contempt of court were highlighted in the literary work of Contempt in Modern New Zealand, as follows: -
“The applicant must prove to the required standard (in civil contempt cases which is higher than civil cases) that: -
“(1) The terms of the order (or injunction or undertaking) were clear and unambiguous and were binding on the defendant;
(2) The defendant had knowledge of or proper notice of the terms of the order;
(3) The defendant has acted in breach of the terms of the order; and
(4) The defendant’s conduct was deliberate.”
28. The threshold (for contempt) is quite high as it involves possible deprivation of a person’s liberty. Shimmers Plaza Limited v National Bank of Kenya Limited [2015] KECA 945 (KLR)
29. The plaintiff contended that the 1st defendant is in contempt of the court’s orders for purporting to relocate the company’s senior management to his private offices, threatening such staff with summary dismissal should they fail to comply and physically forcing entry into the company’s officers at Hazina Towers or any other premises or property of the company.
30. The plaintiff claimed that the 1st defendant breached the court’s orders of 4.10.2024 barring him and his agents from physically accessing the plaintiff’s premises at Hazina Towers.
31. The plaintiff contended that on 10.2.2026, the 1st defendant acted in contempt of the court’s orders by arriving at the said offices in escort of unknown security personnel, taking over its board room and proceeding to issue written communication to its senior management threatening them with summary dismissal
32. The plaintiff exhibited a letter sent by the 1st respondent. It is dated 10.2.2026. It reads in part that: -
“The above named personnel will from Wednesday 11th February 2026 at 8:00am report for duty at CAL offices in Westlands and thereafter shall be working from there until further notice as per the undersigned.
The above named employees are the ones the legal Shareholders namely Royal Credit Limited has taken over from the illegal shareholders of Directline at Hazina Towers.
Any of the above employees who does not comply and report as directed will be considered to have absconded and will be summarily dismissed without any benefit…”
The orders of 4.10.2024
33. The court issued temporary injunctions restraining the 1st to 6th and 12th defendants from purporting to terminate or hire any new employees or in any other manner whatsoever interfering with the contracts of employment of the plaintiff’s employees.
34. The court also issued a temporary injunction restraining the 1st to 6th respondents of their agents from physically accessing the plaintiff’s offices at Hazina Towers or elsewhere or any other premises or property of the plaintiff.
35. I wish to note and is part of record that the 1st respondent was ordered to open the doors to the entrance of the business premises of the plaintiff-had welded the doors shut. Also, notably, the OCS, Central Police station appeared before court and confirmed this except that he acted belatedly only to find that the plaintiff had tapped on self-help and removed the welding.
36. From the evidence on the record, I find that the 1st defendant has disobeyed the court orders.
37. The 1st defendant was aware of all the orders made against him. He also personally attended court but persisted to violate court orders even after he was reminded by the court to obey the court orders.
38. I find that the 1st defendant is in contempt of court for purporting to relocate the company’s senior management to his private offices, threatening such staff with summary dismissal should they fail to comply and physically forcing entry into the company’s officers at Hazina Towers and other premises or property of the company set out in the application.
Disposal
39. The prayers seeking this court’s recusal in 1st, 2nd, 6th, 13th and 14th defendants’ application 17.2.2026 are dismissed for want of merit.
40. The plaintiff’s application for contempt dated 11.2.2026 is allowed to the extent that I find the 1st defendant, Dr. Samwel Kamau Macharia, to be in contempt of court in respect of matters complained of. Being a senior citizen who has professed before this court to be law abiding citizen, I will give him an opportunity to purge the contempt by among other things; apologizing and undertaking not to disobey court orders including but not limited to, not to interfere with the running of the affairs of the plaintiff company or its employees, premises, offices or properties until this suit is determined. If the purge is not forthcoming or tendered by the next appointed date, the court shall sentence the contemnor as may be appropriate.
Dated, signed and delivered at Nairobi through Microsoft Teams online application this 30th day of July 2026
-------------------
F. Gikonyo M
In the presence of: -
Mbogori for Plaintiff
Sang for 1st, 2nd, 3rd, 6th, 13th & 14th defendants
Ms. Gitonga for 4th defendant
Ms. Mangich for Oraro for 7th defendant
Mwangi for Ms. Yala for 9th defendant
Ashioya for Han for 11th defendant
CA- Ivan/Aggrey
Contempt of court and recusal
1. Before the court are two applications. They were heard together pursuant to the directions of 19.2.2026. The first is the plaintiff’s notice of motion dated 11.2.2026 seeking orders to punish the 1st defendant for contempt of court for disobedience of this court’s orders. The second is the 1st, 2nd, 6th, 13th and 14th defendants notice of motion dated 17.2.2026 seeking this court’s recusal from further hearing the applications in this suit and the trial.
Contempt application
2. The application is supported by the affidavit sworn by Lisa Anyango Amenya, a director in AKM Investments Ltd (one of the plaintiff’s shareholders, on 11.2.2026.
3. It was deposed that the defendant once again contravened the court’s orders of 4.10.2024 and 20.11.2024 restraining the 1st to 6th defendants or their agents from purporting to act on the plaintiff’s behalf in any manner; from purporting to terminate or hire any new employees or interfering with contracts of employment of the plaintiff’s employees and from issuing any orders, directives or instructions to or regarding any independent contractor working for or with the plaintiff.
4. The plaintiff seeks declarations that the 1st defendant is in contempt of the court’s orders for: -
(1) purporting to relocate the company’s senior management to his private offices.
(2) threatening such staff with summary dismissal should they fail to comply.
(3) physically forcing entry into the company’s officers at Hazina Towers or any other premises or property of the company.
Recusal application
5. The application is supported by the affidavit sworn by the 1st defendant on 17.2.2026.
6. The application is premised on the grounds that: -
(1) this court has descended into the arena of this suit and usurped the power of the plaintiff’s counsel to institute and prosecute contempt of court proceedings against the 1st defendant.
(2) in the ruling of 12.2.2026, the court did not address the two issues of descending into the arena of the legal fight.
(3) It is the duty of AKM Investments Ltd and Janus Ltd who allege that they hold 90% of the shares to frame acts of alleged contempt and furnish evidence.
(4) This court acted without jurisdiction in framing the charge against the 1st defendant. According to precedents, it is only in cases of contempt of court in the face of the court that a judge has jurisdiction to frame up alleged acts of conflict and require the alleged acts of contempt to plead.
Directions
7. On 13.4.2026, the 1st defendant did not appear. He had filed a notice to act in person dated 27.2.2026.
8. The court allowed the plaintiff’s counsel to proceed with his submissions on the two applications.
Oral submissions
9. Mr. M’mbogori submitted that the facts as deposed in the application are not contested. He relied on Hadkinson vs Hadkinson [1952] 2 All ER 567 to submit that it is an obligation on the person against whom an order is made to comply with a court order until discharged.
10. He asserted that though the court made a raft of orders herein, the orders have not been discharged. He also asserted that the 1st defendant has not denied the contemptuous actions.
11. He pointed out that the 1st defendant is a serial contemnor. He highlighted that the court also issued orders requiring the 1st defendant to deposit the title deeds and to remove security officers from the company’s premises.
12. On recusal, Mr. M’mbogori relied on the Jasbir Singh Rai & 3 others v Tarlochan Singh Rai & 4 others [2013] eKLR to argue that the test for recusal is objective, not subjective. He contended that the grounds proffered by the 1st defendant are mere dissatisfaction with the court and cannot be a basis for recusal.
13. Mr. M’mbogori argued that the 1st defendant lacks audience to ask for recusal before purging the contempt. He submitted that allowing such a party audience would encourage contempt of court and undermine the integrity of the court. For this proposition, he relied on Mohamed Abdi Mahamud v Ahmed Abdullahi Mohamad & 3 others [2018] eKLR
Analysis and Determination
Recusal
14. Proper ordering demands that I begin with the application for recusal.
15. Judges have a duty to hear cases unless there are compelling reasons for recusal. Shollei v Judicial Service Commission & another (Petition 34 of 2014) [2018] KESC 42 (KLR) (3 July 2018) (Ruling) on the doctrine of the duty of a judge to sit.
Threshold
16. The legal threshold for a recusal application is:-
“whether there is a reasonable ground for assuming the possibility of a bias and whether it is likely to produce in the minds of the public at large a reasonable doubt about the fairness of the administration of justice. The test is objective and the facts constituting bias must be specifically alleged and established…’’ Republic v Mwalulu & 8 others [2005] KECA 344 (KLR)
17. The core argument in the recusal application is that this court has become a participant in the dispute rather than remaining an impartial adjudicator.
18. The gravamen of their complaint is that this court, acting suo motu, cited the 1st defendant for contempt instead of waiting for the plaintiff to institute contempt proceedings against him.
19. They argued that it is only in cases of contempt of court in the face of the court that a judge has jurisdiction to frame up alleged acts of conflict and require the alleged acts of contempt to plead.
20. I wish to gauge that argument against the position postulated in Fredrick Mwaniki Musau v Joseph Muthiani Kivindu & another [2019] KECA 336 (KLR), where the Court of Appeal affirmed that: -
“a superior court of record has jurisdiction to deal summarily with any contempt affecting its own proceedings. Superior courts of record have power to punish for contempt of court of their own motion for contempt in the face of the court; for disobedience of a court order and for breaches of undertakings of the court.” (with emphasis)
21. The same issue was raised by way of a PO by the applicant and the court in a ruling dated 12th day of February, 2026 dismissed the PO, and specifically found that: -
As of 15.12.2025, the law applicable was Contempt of Court Act 1981 (CCA 1981) and the Civil Procedure Rules (CPR) Part 81.
Under Rule 81.6 of the CPR, in cases where there is no formal application to cite a party for contempt, the court can on its own initiative, issue summons to the defendant if it considers that a contempt of court may have been committed.
Issuance of a NTSC was, therefore, procedural, proper and lawful, thus, properly grounding court’s jurisdiction.
22. The 1st, 2nd, 6th, 13th and 14th defendants have filed a notice of appeal dated 16.2.2026. On 19.2.2026, this court granted them leave to appeal.
23. In my view, the ground that the court did not address the two issues of descending into the arena of the legal fight in the ruling of 12.2.2026 should only be raised in the appeal. It is not a ground for recusal as this court cannot sit on appeal over its own decision.
24. Other than the ground stated, there is no demonstration that the court descended to the arena or lost objectivity or impartiality in this matter or was biased whatsoever. They have not specifically established facts constituting bias. The recusal application is simply a gimmick employed to delay this matter or an attempt to argue the appeal.
25. Therefore, the court finds that 1st, 2nd, 6th, 13th and 14th defendants have not satisfied the legal threshold required for a recusal.
Contempt of court
26. In now turn to the plaintiff’s contempt application.
27. The elements that must be established to make a case for contempt of court were highlighted in the literary work of Contempt in Modern New Zealand, as follows: -
“The applicant must prove to the required standard (in civil contempt cases which is higher than civil cases) that: -
“(1) The terms of the order (or injunction or undertaking) were clear and unambiguous and were binding on the defendant;
(2) The defendant had knowledge of or proper notice of the terms of the order;
(3) The defendant has acted in breach of the terms of the order; and
(4) The defendant’s conduct was deliberate.”
28. The threshold (for contempt) is quite high as it involves possible deprivation of a person’s liberty. Shimmers Plaza Limited v National Bank of Kenya Limited [2015] KECA 945 (KLR)
29. The plaintiff contended that the 1st defendant is in contempt of the court’s orders for purporting to relocate the company’s senior management to his private offices, threatening such staff with summary dismissal should they fail to comply and physically forcing entry into the company’s officers at Hazina Towers or any other premises or property of the company.
30. The plaintiff claimed that the 1st defendant breached the court’s orders of 4.10.2024 barring him and his agents from physically accessing the plaintiff’s premises at Hazina Towers.
31. The plaintiff contended that on 10.2.2026, the 1st defendant acted in contempt of the court’s orders by arriving at the said offices in escort of unknown security personnel, taking over its board room and proceeding to issue written communication to its senior management threatening them with summary dismissal
32. The plaintiff exhibited a letter sent by the 1st respondent. It is dated 10.2.2026. It reads in part that: -
“The above named personnel will from Wednesday 11th February 2026 at 8:00am report for duty at CAL offices in Westlands and thereafter shall be working from there until further notice as per the undersigned.
The above named employees are the ones the legal Shareholders namely Royal Credit Limited has taken over from the illegal shareholders of Directline at Hazina Towers.
Any of the above employees who does not comply and report as directed will be considered to have absconded and will be summarily dismissed without any benefit…”
The orders of 4.10.2024
33. The court issued temporary injunctions restraining the 1st to 6th and 12th defendants from purporting to terminate or hire any new employees or in any other manner whatsoever interfering with the contracts of employment of the plaintiff’s employees.
34. The court also issued a temporary injunction restraining the 1st to 6th respondents of their agents from physically accessing the plaintiff’s offices at Hazina Towers or elsewhere or any other premises or property of the plaintiff.
35. I wish to note and is part of record that the 1st respondent was ordered to open the doors to the entrance of the business premises of the plaintiff-had welded the doors shut. Also, notably, the OCS, Central Police station appeared before court and confirmed this except that he acted belatedly only to find that the plaintiff had tapped on self-help and removed the welding.
36. From the evidence on the record, I find that the 1st defendant has disobeyed the court orders.
37. The 1st defendant was aware of all the orders made against him. He also personally attended court but persisted to violate court orders even after he was reminded by the court to obey the court orders.
38. I find that the 1st defendant is in contempt of court for purporting to relocate the company’s senior management to his private offices, threatening such staff with summary dismissal should they fail to comply and physically forcing entry into the company’s officers at Hazina Towers and other premises or property of the company set out in the application.
Disposal
39. The prayers seeking this court’s recusal in 1st, 2nd, 6th, 13th and 14th defendants’ application 17.2.2026 are dismissed for want of merit.
40. The plaintiff’s application for contempt dated 11.2.2026 is allowed to the extent that I find the 1st defendant, Dr. Samwel Kamau Macharia, to be in contempt of court in respect of matters complained of. Being a senior citizen who has professed before this court to be law abiding citizen, I will give him an opportunity to purge the contempt by among other things; apologizing and undertaking not to disobey court orders including but not limited to, not to interfere with the running of the affairs of the plaintiff company or its employees, premises, offices or properties until this suit is determined. If the purge is not forthcoming or tendered by the next appointed date, the court shall sentence the contemnor as may be appropriate.
Dated, signed and delivered at Nairobi through Microsoft Teams online application this 30th day of July 2026
-------------------
F. Gikonyo M
In the presence of: -
Mbogori for Plaintiff
Sang for 1st, 2nd, 3rd, 6th, 13th & 14th defendants
Ms. Gitonga for 4th defendant
Ms. Mangich for Oraro for 7th defendant
Mwangi for Ms. Yala for 9th defendant
Ashioya for Han for 11th defendant
CA- Ivan/Aggrey